\nSeacoast Banking Corporation of Florida (\u201cSeacoast\u201d or the \u201cCompany\u201d) (NASDAQ: SBCF), the holding company for Seacoast National Bank (\u201cSeacoast Bank\u201d), announced today that it has signed a definitive agreement to acquire Heartland Bancshares, Inc. (\u201cHeartland\u201d), parent company of Heartland National Bank based in Sebring, FL. The proposed transaction will expand Seacoast\u2019s presence into this key Central Florida market.<\/p>\n
\nHeartland operates four branches with deposits of approximately $641 million and loans of approximately $161 million as of December 31, 2024. The proposed transaction is a natural continuation of Seacoast\u2019s M&A strategy and adds a stable, high-quality franchise in a growing market.<\/p>\n
\n\u201cHeartland has an outstanding reputation for exceptional service and strong financial performance, with a deep commitment to the communities it serves for over 25 years, and we look forward to continuing Heartland\u2019s dedication to its customers, employees and shareholders. We see great opportunity in complementing Heartland\u2019s strengths with Seacoast\u2019s innovative products and breadth of offerings to grow our presence and expand our position in the state,\u201d said Charles M. Shaffer, Seacoast\u2019s Chairman and CEO. \u201cThe transaction is expected to be accretive to earnings in 2026 with modest dilution of tangible book value. We look forward to welcoming Heartland\u2019s employees and customers to the Seacoast franchise.\u201d<\/p>\n
\n\u201cSince its founding in 1999, Heartland has been committed to providing the very best banking experience for our customers. Now, in partnership with Seacoast, we are positioned to further accelerate this commitment, creating a best-in-class banking experience supported by a great team of professionals,\u201d said James C. Clinard, Chief Executive Officer of Heartland Bancshares, Inc. and Heartland National Bank.\u201c We are delighted to join forces with Seacoast Bank, which shares our values and has been serving Florida consumers and businesses for nearly a century.\u201d<\/p>\n
\nThe proposed transaction exemplifies Seacoast\u2019s M&A focus on consolidation or entry into attractive markets, low concentration risks, high-quality relationship supported franchises, and ease of execution that does not distract from its organic growth strategy. Seacoast expects the transaction to be approximately 7% accretive to earnings per share in 2026, with modest dilution of tangible book value per share that it expects will be earned back in approximately 2.25 years.<\/p>\n
\nUnder the terms of the definitive agreement, each share of Heartland common stock will be converted at closing into the right to receive (i) $147.10 in cash, (ii) 4.9164 shares of Seacoast common stock (subject to certain potential adjustments) or (iii) a 50-50 combination of cash and common stock, or a total value of $141.96 per share of Heartland common stock. Shareholders will have the ability to elect to receive stock, cash, or a mix of 50% cash and 50% stock, with the final consideration mix being maintained at 50% cash and 50% stock. Based on Seacoast\u2019s closing price of $27.83 as of February 26, 2025, the aggregate value of merger consideration to be paid by Seacoast would be approximately $110 million.<\/p>\n
\nClosing of the transaction is expected in the third quarter of 2025, following receipt of approvals from regulatory authorities, the approval of Heartland shareholders, and the satisfaction of other customary closing conditions.<\/p>\n
\nPiper Sandler & Co. served as financial advisor and Alston & Bird LLP served as legal counsel to Seacoast. Hovde Group, LLC served as financial advisor and Smith Mackinnon, PA served as legal counsel to Heartland.<\/p>\n
Investor Conference Call<\/b><\/p>\n
\nSeacoast will host a conference call on Friday, February 28, 2025 at 10:00 a.m. (Eastern Time) to discuss the acquisition. Investors may call in (toll-free) by dialing (800) 715-9871 (Conference ID: 5778023). Charts will be used during the conference call and may be accessed at Seacoast\u2019s website at www.SeacoastBanking.com<\/a> by selecting \u201cPresentations\u201d under the heading \u201cNews\/Events.\u201d Additionally, a recording of the call will be made available to individuals shortly after the conference call and can be accessed via a link at www.SeacoastBanking.com<\/a> under the heading \u201cCorporate Information.\u201d The recording will be available for one year.<\/p>\n About Seacoast Banking Corporation of Florida (NASDAQ: SBCF)<\/b><\/p>\n \nSeacoast Banking Corporation of Florida (NASDAQ: SBCF) is one of the largest community banks headquartered in Florida with approximately $15.2 billion in assets and $12.2 billion in deposits as of December 31, 2024. Seacoast provides integrated financial services including commercial and consumer banking, wealth management, mortgage and insurance services to customers at 77 full-service branches across Florida, and through advanced mobile and online banking solutions. Seacoast National Bank is the wholly-owned subsidiary bank of Seacoast Banking Corporation of Florida. For more information about Seacoast, visit www.SeacoastBanking.com<\/a>.<\/p>\n Important Information for Investors and Shareholders<\/i><\/b><\/p>\n This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Seacoast will file with the Securities and Exchange Commission (the \u201cSEC\u201d) a registration statement on Form S-4 containing a proxy statement of Heartland and a prospectus of Seacoast, and Seacoast will file other documents with the SEC with respect to the proposed merger. A definitive proxy statement\/prospectus will be mailed to shareholders of Heartland. Investors and security holders of Seacoast and Heartland are urged to read the entire proxy statement\/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information<\/b>. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement\/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at https:\/\/www.sec.gov<\/a>. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast\u2019s internet website or by contacting Seacoast.<\/i><\/p>\n Seacoast, Heartland, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Seacoast is set forth in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the SEC on April 8, 2024 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement\/prospectus and other relevant materials to be filed with the SEC when they become available.<\/i><\/p>\n Cautionary Notice Regarding Forward-Looking Statements<\/i><\/b><\/p>\n This press release contains \u201cforward-looking statements\u201d within the meaning, and protections, of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about future financial and operating results, cost savings, enhanced revenues, economic and seasonal conditions in the Company\u2019s markets, and improvements to reported earnings that may be realized from cost controls, tax law changes, new initiatives and for integration of banks that the Company has acquired, or expects to acquire, including Heartland Bancshares, Inc., as well as statements with respect to Seacoast’s objectives, strategic plans, expectations and intentions and other statements that are not historical facts. Actual results may differ from those set forth in the forward-looking statements.<\/i><\/p>\n Forward-looking statements include statements with respect to the Company\u2019s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates and intentions about future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company\u2019s control, and which may cause the actual results, performance or achievements of Seacoast or Seacoast National Bank (\u201cSeacoast Bank\u201d) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect the Company to update any forward-looking statements.<\/i><\/p>\n All statements other than statements of historical fact could be forward-looking statements. You can identify these forward-looking statements through the use of words such as \u201cmay\u201d, \u201cwill\u201d, \u201canticipate\u201d, \u201cassume\u201d, \u201cshould\u201d, \u201csupport\u201d, \u201cindicate\u201d, \u201cwould\u201d, \u201cbelieve\u201d, \u201ccontemplate\u201d, \u201cexpect\u201d, \u201cestimate\u201d, \u201ccontinue\u201d, \u201cfurther\u201d, \u201cplan\u201d, \u201cpoint to\u201d, \u201cproject\u201d, \u201ccould\u201d, \u201cintend\u201d, \u201ctarget\u201d or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation: the impact of current or future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within Seacoast\u2019s primary market areas, including the effects of inflationary pressures, changes in interest rates, slowdowns in economic growth, and the potential for high unemployment rates, as well as the financial stress on borrowers and changes to customer and client behavior and credit risk as a result of the foregoing; potential impacts of adverse developments in the banking industry, including those highlighted by high-profile bank failures, and resulting impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto (including increases in the cost of our deposit insurance assessments), the Company’s ability to effectively manage its liquidity risk and any growth plans, and the availability of capital and funding; governmental monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve, as well as legislative, tax and regulatory changes including overdraft and late fee caps (if implemented), and including those that impact the money supply and inflation; the risks of changes in interest rates on the level and composition of deposits, loan demand, liquidity and the values of loan collateral, securities, and interest rate sensitive assets and liabilities; interest rate risks, sensitivities and the shape of the yield curve; changes in accounting policies, rules and practices; changes in retail distribution strategies, customer preferences and behavior generally and as a result of economic factors, including heightened or persistent inflation; changes in the availability and cost of credit and capital in the financial markets; changes in the prices, values and sales volumes of residential and commercial real estate, especially as they relate to the value of collateral supporting the Company\u2019s loans; the Company\u2019s concentration in commercial real estate loans and in real estate collateral in Florida; Seacoast\u2019s ability to comply with any regulatory requirements and the risk that the regulatory environment may not be conducive to or may prohibit or delay the consummation of future mergers and\/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and may reduce the anticipated benefit; inaccuracies or other failures from the use of models, including the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions; the impact on the valuation of Seacoast\u2019s investments due to market volatility or counterparty payment risk, as well as the effect of a decline in stock market prices on our fee income from our wealth management business; statutory and regulatory dividend restrictions; increases in regulatory capital requirements for banking organizations generally; the risks of mergers, acquisitions and divestitures, including Seacoast\u2019s ability to continue to identify acquisition targets, successfully acquire and integrate desirable financial institutions and realize expected revenues, revenue synergies and expense savings; changes in technology or products that may be more difficult, costly, or less effective than anticipated; the Company\u2019s ability to identify and address increased cybersecurity risks, including those impacting vendors and other third parties which may be exacerbated by developments in generative artificial intelligence; fraud or misconduct by internal or external parties, which Seacoast may not be able to prevent, detect or mitigate; inability of Seacoast\u2019s risk management framework to manage risks associated with the Company\u2019s business; dependence on key suppliers or vendors to obtain equipment or services for the business on acceptable terms; reduction in or the termination of Seacoast\u2019s ability to use the online- or mobile-based platform that is critical to the Company\u2019s business growth strategy; the effects of war or other conflicts, acts of terrorism, natural disasters, including hurricanes in the Company\u2019s footprint, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions and\/or increase costs, including, but not limited to, property and casualty and other insurance costs; Seacoast\u2019s ability to maintain adequate internal controls over financial reporting; potential claims, damages, penalties, fines, costs and reputational damage resulting from pending or future litigation, regulatory proceedings and enforcement actions; the risks that deferred tax assets could be reduced if estimates of future taxable income from the Company\u2019s operations and tax planning strategies are less than currently estimated, the results of tax audit findings, challenges to our tax positions, or adverse changes or interpretations of tax laws; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, non-bank financial technology providers, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions; the failure of assumptions underlying the establishment of reserves for expected credit losses; a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the federal budget and economic policy, including the impact of tariffs and trade policies; the risk that balance sheet, revenue growth, and loan growth expectations may differ from actual results; and other factors and risks described in any of the Company’s subsequent reports filed with the SEC and available on its website at www.sec.gov<\/a>.<\/i><\/p>\n The risks relating to the proposed Heartland Bancshares, Inc. merger include, without limitation, failure to obtain the approval of shareholders of Heartland Bancshares, Inc. in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to the closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Seacoast and Heartland Bancshares, Inc., including unexpected transaction costs, the costs of integrating operations, severance, professional fees and other expenses; the diversion of management time on issues related to the merger; the failure to consummate or any delay in consummating the merger for other reasons; changes in laws or regulations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; the difficulties and risks inherent with entering new markets.<\/i><\/p>\n All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in the Company\u2019s annual report on Form 10-K for the year ended December 31, 2024 under \u201cSpecial Cautionary Notice Regarding Forward-Looking Statements\u201d and \u201cRisk Factors\u201d, and otherwise in the Company\u2019s SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC\u2019s Internet website at www.sec.gov<\/a>.<\/i><\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250227135465\/en\/<\/a><\/span><\/p>\n<\/p>\n
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